A/N: This takes place before Leo and Karai admitted to any interest in each other. It fits within the Tender Trap universe as sort of a mini prequel, but doesn't have to necessarily be part of that universe, either. Just a fun little piece that couldn't leave me be until I wrote it up. Enjoy.

Sleepless Nights

With a sharp twist of her wrist, Karai broke Leonardo's grip on his katana. The sword flew to the side and skittered across the roof. Karai pulled back and smirked at his shocked expression. His wide eyes went from his empty hand to where his prized sword lay.

"You really think too highly of yourself, you know that?" she said and twirled her ninja-ken in a lazy circle near her right hip before transferring the blade to her opposite hand. A light breeze ruffled the back of her short black hair. Her eyes glittered with mischief. The curves of her skin-tight uniform were outlined by the blue light of the waxing moon above. Gray clouds, long and sinewy, crawled across the inky sky like distended fingers caressing the ghostly celestial face.

Leonardo huffed and pulled out his other katana. The silver blade caught the light and gleamed. He moved his feet into an offensive stance. Karai watched him, unimpressed as he shuffled towards her. She dodged right and left as his feet came up in snap kicks and a round house. His legs shot out graceful and quick. The lean muscles rippled and bunched with effort. He was toned and trained well. But not well enough.

He swung his sword and she blocked with her own. The blades rang out in the night air heavy with humidity and smog. Sweat ran in tight rivulets down the sides of his neck and shoulders. They'd been fighting for over an hour. His arms ached and his left leg sported a thin slash that she'd tagged him with. His sweat stung the wound but he brushed aside the pain. Frustration and irritation drove him to tag her back. But so far she was in the lead. She twisted and turned, pulling herself in close, surprising him with the strange move. His arm went around her chest instinctively, bringing his blade up to her throat.

Slowly she turned her face to the side and looked up at him; resting her head on his chest. Her dark eyes framed with thick black lashes were luminous and deep. Leonardo felt himself drawn into them, drowning in them. He blinked the burning sweat from his eyes and stared down at her, panting from exertion. His already pounding heart quickened as they stared into each other's eyes.

With one hand, she reached up and with her fingertips carefully stroked his jaw-line. "Don't slow down yet," she murmured and rolled her backside against him.

His breath hitched and he stumbled back a few steps, releasing her. Karai's laughter rained down around him like stardust as she spun around on her toes and eased herself into a languid back flip. He felt the back of his neck start to burn. His eyes darted over the roof top, looking anywhere but at her body. Out of the corner of his eye he saw her settle into a half-lotus seated position. She reach up and slowly unzipped the front of her uniform. His attention immediately snapped to her. He shifted uncomfortably, moving his katana from one hand to the next; uneasy and unsure of what to do now that she had fallen into such a relaxed and causal position. Were they done fighting?

"You certainly love that sword of yours," she commented as she leaned back; bracing her palms against the roof and arching her spine ever so slightly. Leonardo couldn't tear his burning eyes from the lovely sight her movements produced. He swallowed dryly as warmth spread through him as his body reacted. A tremor ran over him and he shifted his stance again. His eyes grew stormy as the desire built within him.

Somewhere in the back of his mind, he knew she was toying with him. Teasing him. Nothing more. But since meeting her a few weeks ago, he found himself more and more thinking of and longing for their sparring sessions; hoping that he'd run into her on his nightly solo runs; that he'd get to hear her voice even as she taunted him; and if he was really lucky: get to be close enough to touch her.

"I bet you polish it all the time," she went on, and Leo froze. His eyes dropped to the sword in his suddenly clammy hand then back to her. He stood rigidly, listening to her with every inch of his body. Wanting to hear what she'd say next and at the same time strangely fearing it.

"I would like to see that," she said with a nod as if she had made up her mind.

She sat forward and quirked an eyebrow at him. Relishing his rapt attention and internally chuckling at the expression on his face; a mix of confusion, interest and fear. If only she had her phone, she'd snap a picture to keep as a memento of this moment.

A wry smile spread over her mouth. "I wonder . . . do you do it with long, slow strokes . . . or short, quick jerks." Her hand mimicked the motion and Leonardo's face reddened deeply even as his stormy eyes widened slightly. Karai went for the killing blow. "Maybe sometime you'll let me do it for you."

She licked her top lip. From where he stood, he could see her glistening mouth; the white flesh, rounded and beckoning for his touch, peeking from the top of her unzipped uniform. Another tremor went through his body, making him tremble noticeably. Karai chuckled at his reaction. A mix of shame and embarrassment warred with the terrible need racing through him and the throbbing ache that distracted him. This was too much. He had to get out of there before he shamed himself further. He had to leave. Now.

Leo spun on his heel and raced across the rooftop to his other sword. He stooped and picked it up and re-sheathed it in one flowing motion, then vaulted over the side of the roof. He clambered down the fire escape. Karai watched him from the parapet, laughing loudly so he could hear her, as he raced away down the alley as fast as he could.

"Hey, it's about time you're back," Raph said as Leo entered the lair. He paused to swiftly toss his swords and belts on the peg near the entrance way. Raph watched him stride across the room and slam the bathroom door shut. "Sheesh, what crawled up your shell. Ass," Raph grumbled and went back to his motorcycle magazine.

In the bathroom, Leo bent over the sink, breathing heavy, heart still racing. He untied his bandanna and let it fall to the floor. With hands that still trembled he turned on the cold water. He cupped it and splashed it over his face several times; gasping with the icy impact each time. He twisted the valve to turn the water off. Leo braced his body against the sink's edge; he sighed and leaned forward; one arm propped on the mirror as he rested the top of his head against the back of his fist. He raised his head slowly, until his fist now pushed against his mouth. He stared at the reflection of his eyes in the mirror for a long time; thinking. Finally, he shoved himself away from the wall and rolled his shoulders back.

"You're done." He pointed at his reflection. His voice started strong but faded. "She is nothing but trouble. Trouble you don't need. No more seeking her out. No more thinking . . . about her."

He leaned on the sink again as his shoulders slumped. It was no use. What kind of leader was he when he couldn't even abide by his own orders? He dropped his head down. He'd just have to hope that she'd go away or something, he thought lamely and left the bathroom.

He crossed the room, grunting a goodnight to Raph who gave him a salute without looking up as he still sat on the couch reading his magazine. Leo entered his bedroom and moved to climb into his bed. He laid down on his shell, one arm draped over his damp forehead. The aching intensified as he remembered the feel of her bottom grinding into him. He rolled to the side with an annoyed sound, cradling his head in the crook of his elbow. He closed his eyes and saw her arch her back, beckoning him to come closer with her body. A shudder went through him. He raised up on his elbow and punched his pillow several times and slammed his face into it.

God, this is hopeless, he thought as his body continued to burn for Karai. He needed to calm down. He rolled back onto his shell and started breathing slowly, clearing his mind, attempting to meditate. The image of her hand pumping in the air, only now replaced with something else, jumped into his heated thoughts and Leo groaned and grabbed the edge of his bed; knuckles white with tension. He swung his legs out over the edge and stood up.

"Enough," he growled to his room. He marched out into the living room headed for the dojo and Raph lowered his magazine.

"Thought you were goin' ta bed, Fearless."

"Shut the fuck up," Leo snapped.

Raphael blinked, shocked, not sure that he actually heard his brother correctly. As he contemplated whether or not to reply to his brother's uncalled for hostility, he watched him walking towards the dojo in quick, rigid strides. Something sure was stuck up Leo's butt tonight. Raph clenched his jaw. Maybe he needed a little help getting it unstuck. He glanced over his shoulder at the clock in the kitchen and shrugged, deciding he was too tired to get into it with his brother tonight. Giving Leo the finger, he filled opened his magazine with his free hand. He'd just owe him a smack down tomorrow.

Karai skipped down the hallway that lead to her room at the Foot headquarters. Tonight had been a good night. Full of surprises. Full of fun. Every time she ran into Leonardo it worked that way. He was so much fun. She hoped to run into him again tomorrow night; really looked forward to it, in fact, she thought and the notion made her pause outside her door. She frowned and blinked. When had she started looking forward to meeting him? She shrugged and entered; feeling giddy and flushed.

Quickly she changed, throwing her uniform in a heap on the floor. As she adjusted her pajamas and slid into her queen sized bed, her mind wandered back to the night's events between her and Leonardo. She bit her bottom lip and smiled as she remembered what she'd said and the expression he had on his face. Karai rolled to one side, sinking into her soft mattress. But still, she couldn't stop thinking about the way his face had reddened when she said she'd like to . . . polish his sword for him. With a giggle she rolled to the other side.

She tried closing her eyes, but the image of his lean muscles in his calves and thighs filled her mind. Her eyes snapped open. She clamped them shut and saw his blue eyes, stormy and full of lust for her rise up in her mind; she could feel his body behind her, the thick waves of his desire washing through her. Again, her eyes popped open. Frustrated she sat up in the dark.

What is wrong with me?

She was exhausted when she'd gotten home. And now she felt . . . anxious and . . . She gently placed her hand against her throat. Her pulse was racing beneath her fingertips. Her body warm, too warm. She adjusted her bottom and her eyebrows rose. She blinked in the darkness and his face rose up in his mind. She glanced around in disbelief, Are you kidding me? she asked herself and huffed out a shaky laugh.

Shaking her head, she crossed her arms. "No. No way," she said aloud to the room. "No way I'm turned on. Not by him." But her body seemed to disagree, strongly. With a groan Karai fell backwards onto her pillows knowing that, as ridiculous as the notion was or not, there was no way she'd get any sleep tonight.

A/N: And so it began . . . heehee Please Review! I live off them, you know. ;D